Atrium European Real Estate Limited
EANS-News: Atrium European Real Estate Limited
Update to Recommended Cash
Acquisition by Scheme of Arrangement and Go-Shop process
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Company Information
St Helier Jersey / Channel Islands -
Atrium European Real Estate Limited
Update to Recommended Cash Acquisition by Scheme of Arrangement and Go-Shop
process
Jersey, 11 September 2019 - On 23 July 2019, Atrium European Real Estate Limited
(VSE/Euronext: ATRS) ("Atrium" or the "Company"), a leading owner, operator and
developer of shopping centres and retail real estate in Central Europe,
announced that the Independent Committee of the Board of Directors of Atrium had
reached an agreement with Nb (2019) B.V. ("Bidco"), which is an indirect wholly-
owned subsidiary of Gazit-Globe Ltd ("Gazit"), on the terms and conditions of a
recommended all cash acquisition (the "Acquisition") of the entire issued, and
to be issued ordinary share capital of Atrium that is not already owned directly
or indirectly by Gazit or its subsidiaries Gazit Gaia Limited ("Gaia") and Gazit
Midas Limited ("Midas"), Gazit and its subsidiaries together (the "Gazit
Group"). As at the date of such announcement, the Gazit Group owned
approximately 60.1% of Atrium's issued share capital.
On behalf of the Independent Committee of the Board of Directors of Atrium, the
financial and legal advisers (the "Advisers") conducted a disciplined and
independent process intended to ensure the best outcome for all shareholders.
Importantly, a thorough "Go-Shop" process was included to provide a real
opportunity to determine if there are any third party bona fide proposals
superior to the present offer to Atrium's shareholders of EUR3.75 per share in
cash (the "Offer Price") from Gazit. As part of this "Go-Shop" process,
beginning on 23 July 2019, the Advisers contacted 35 potential investors,
including 10 strategic and 25 financial investors that they believe were capable
of acquiring Atrium and supplied them with information on the opportunity. Of
the 35 potential investors contacted, 29 have existing real estate exposure to
the CEE region. The Advisers had numerous follow-up calls and meetings with 21
investors that had expressed an interest to learn more about the opportunity.
Five investors that expressed continued interest in evaluating the Atrium
opportunity under the "Go-Shop" process devoted time and resources, including a
number of them undertaking asset-level underwriting analysis, however all of
them declined interest and no offers were received.
Therefore, as of 10 September 2019, the Independent Committee of the Board of
Directors of Atrium is able to inform the minority shareholders of Atrium that
no superior offer has been received.
The Independent Committee of the Board of Directors of Atrium therefore
continues to recommend the Gazit Offer to Atrium's minority shareholders on the
basis of:
* The Offer Price represents a premium of 18.3% and 18.0% to both the closing
price of 22 July 2019 (EUR3.17) and the volume-weighted average price for each
Atrium Share for the one-month period ended on that same date (EUR3.18).
* Furthermore, the Offer Price reflects a premium to Atrium's peers[1] [https://
easy.euroadhoc.com/#_ftn1] on 2019 Estimated dividend yield,[2] [https://
easy.euroadhoc.com/#_ftn2] with a c.7.3% 2019 Estimated Offer Price implied
dividend yield vs. peer average of c.8.5%; and
* Additionally, since the announcement of the Acquisition the EPRA Nareit
Developed Europe Retail index has declined by 6.7%, providing additional
perspective on the attractiveness of the premium (for a minority equity stake)
offered to Atrium's shareholders.
Ahead of the publication of the Scheme Circular in October 2019 and subsequent
shareholder vote, the Independent Committee of the Board of Directors of Atrium
continues to invite minority shareholders wishing to ask additional questions
not covered in the regularly updated FAQ, which is available to view at
www.aere.com [http://www.aere.com/], to engage with them or to provide further
feedback and to do so by using the contact details below.
For more information:
FTI Consulting Inc.: +44 (0)20 3727 1000
Richard Sunderland/Claire Turvey: scatrium@fticonsulting.com
UBS AG London Branch (Financial Adviser to Atrium): Sebastiaan van Loon +44
(0)779559010
[1] [https://easy.euroadhoc.com/#_ftnref1] Atrium peer group includes Unibail-
Rodamco-Westfield, Klépierre, NEPI Rockcastle, Deutsche EuroShop,
Eurocommercial, Citycon, Wereldhave, Mercialys, EPP, Hammerson
[2] [https://easy.euroadhoc.com/#_ftnref2] Calculation based on broker
consensus.
About Atrium:
Atrium is a leading owner, operator and developer of shopping centres and retail
real estate in Central Europe. Atrium specializes in locally dominant food,
fashion and entertainment shopping centres in the best urban locations. Atrium
owns 32 properties with a total gross leasable area of over 870,000 sqm and with
a total market value of approximately EUR2.7 billion. These properties are
located in Poland, the Czech Republic, Slovakia and Russia, and with the
exception of one, are all managed by Atrium´s internal team of retail real
estate professionals.
The Company is established as a closed-end investment company incorporated and
domiciled in Jersey and regulated by the Jersey Financial Services Commission as
a certified Jersey listed fund, and is listed on both the Vienna Stock Exchange
and the Euronext Amsterdam Stock Exchange. Appropriate professional advice
should be sought in the case of any uncertainty as to the scope of the
regulatory requirements that apply by reason of the above regulation and
listings. All investments are subject to risk. Past performance is no guarantee
of future returns. The value of investments may fluctuate. Results achieved in
the past are no guarantee of future results.
Important notices relating to financial advisers
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market
Supervisory Authority in Switzerland. It is authorised by the Prudential
Regulation Authority and subject to regulation by the Financial Conduct
Authority and limited regulation by the Prudential Regulation Authority in the
United Kingdom. UBS is acting as financial adviser to Atrium and no-one else in
connection with the matters described in this Announcement and will not be
responsible to anyone other than Atrium for providing the protections afforded
to clients of UBS nor for providing advice in connection with the matters
referred to herein. Neither UBS nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of UBS in connection with this Announcement, any statement
contained herein, the Acquisition or otherwise.
Further inquiry note:
FTI Consulting Inc.: +44 (0)20 3727 1000
Richard Sunderland/Claire Turvey: scatrium@fticonsulting.com
UBS AG London Branch (Financial Adviser to Atrium): Sebastiaan van Loon +44
(0)779559010
end of announcement euro adhoc
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issuer: Atrium European Real Estate Limited
Seaton Place 11-15
UK-JE4 0QH St Helier Jersey / Channel Islands
phone: +44 (0)20 7831 3113
FAX:
mail: richard.sunderland@fticonsulting.com
WWW: http://www.aere.com
ISIN: JE00B3DCF752
indexes:
stockmarkets: Wien, Luxembourg Stock Exchange
language: English